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Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2010
Mar 25, 2010
50623_rns_2010-03-25_45e535ad-6a9b-4596-8df0-51322d3db2b6.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
APAC RESOURCES LIMITED 亞太資源有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 1104)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of APAC Resources Limited (the “ Company ”) will be held at Falcon Room II, Basement of Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 14 April 2010 at 2:30 p.m. for the purpose of considering and if though fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company and no shareholder of the Company (the “ Shareholder ”) shall abstain from voting:
ORDINARY RESOLUTIONS
“ THAT
- (a) the conditional placing agreement dated 12 March 2010 entered into between the Company and Sun Hung Kai Investment Services Limited as placing agent (the “ Placing Agent ”), pursuant to which the Company has conditionally agreed to place, through the Placing Agent and on a fully-underwritten basis, 1,100,000,000 new ordinary shares of HK$0.10 each in the share capital of the Company (the “ Placing Shares ”) at HK$0.50 per Placing Share, on the terms and subject to the conditions therein (the “ Placing Agreement ”, a copy of which has been produced at this Meeting and marked “A” and initialled by the chairman of this Meeting for the purpose of identification), the transactions contemplated thereunder or incidental to the Placing Agreement, and all actions taken or to be taken by the Company pursuant to it as described in the circular to the Shareholders of the Company dated 25 March 2010 (the “ Circular ”, a copy of which has been produced to this Meeting and marked “B” and initialled by the chairman of this Meeting for the purpose of identification), be and are hereby generally and unconditionally approved, ratified and confirmed; and
- For identification purpose only
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- (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Placing Shares, the directors of the Company be and are hereby specifically authorised to allot and issue up to 1,100,000,000 Placing Shares at HK$0.50 per Placing Share (the “ Specific Mandate ”), in accordance with the terms and conditions of the Placing Agreement, and that the Placing Shares shall, when allotted and issued, be credited as fully paid and rank pari passu in all respects with all other shares of the Company in issue on the date of such allotments and issues”.
By Order of the Board APAC RESOURCES LIMITED Chong Sok Un Chairman
Hong Kong, 25 March 2010
Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 32nd Floor Hamilton HM11 China Online Centre Bermuda 333 Lockhart Road Wanchai Hong Kong
Notes:
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Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf.
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A form of proxy for use in connection with the Meeting is enclosed with this notice. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the branch share registrar of the Company, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect hereof.
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As at the date of this notice, the Directors are as follows:
Executive Directors:
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Ms. Chong Sok Un (Chairman)
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Mr. Andrew Charles Ferguson (Chief Executive Officer)
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Mr. Peter Anthony Curry (Chief Financial Officer)
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Mr. Liu Yongshun
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Mr. Yue Jialin
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Mr. Kong Muk Yin
Non-Executive Directors:
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Mr. Lee Seng Hui
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Mr. So Kwok Hoo
Independent Non-Executive Directors:
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Mr. Wong Wing Kuen, Albert
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Mr. Chang Chu Fai, Johnson Francis
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Mr. Robert Moyse Willcocks
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